As filed with the U.S. Securities and Exchange Commission on June 9, 2021.
Registration No. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Harbor Custom Development, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Washington | | 1531 | | 46-4827436 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
11505 Burnham Dr., Suite 301
Gig Harbor, Washington 98332
(253) 649-0636
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Sterling Griffin, Chief Executive Officer and President
Harbor Custom Development, Inc.
11505 Burnham Dr., Suite 301
Gig Harbor, Washington 98332
(253) 649-0636
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Lynne Bolduc, Esq. | | Anthony Marsico, Esq. |
| Fitzgerald Yap Kreditor, LLP | | Dorsey & Whitney LLP |
| 2 Park Plaza, Suite 850 | | 51 West 52nd Street |
| Irvine, California 92614 | | New York, NY 10019 |
| Tel: (949) 788-8900 | | Tel: (212) 415-9214 |
| Fax: (949) 788-8980 | | Fax: (212) 953-7201 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] (File No. 333-255229)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | [ ] | | Accelerated filer | | [ ] |
| Non-accelerated filer | | [ ] | | Smaller reporting company | | [X] |
| | | | | Emerging growth company | | [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
| | | CALCULATION OF REGISTRATION FEE | |
Title of Each Class of Securities
to be Registered(1) | | Amount to be Registered | | | Proposed Maximum
Aggregate Offering
Price(2) | | | Amount of
Registration
Fees | |
| Series A Cumulative Convertible Preferred Stock (3) | | | 232,000 | | | $ | 5,793,040 | | | $ | 632 | |
| Warrants to purchase Common Stock (4) | | | 696,000 | | | $ | 6,960 | | | $ | 1 | |
| Representative’s Warrants to purchase Series A Cumulative Convertible Preferred Stock (5) | | | 2,000 | | | | — | | | | — | |
| Representative’s Warrants to purchase Warrants to purchase Common Stock (5) | | | 6,000 | | | | — | | | | — | |
| Common Stock underlying Series A Cumulative Convertible Preferred Stock, Warrants, and Representative Warrants (6) (7) | | | 1,984,992 | | | $ | 9,280,464 | | | $ | 1,012 | |
| TOTAL | | | | | | $ | 15,080,464 | | | $ | 1,645 | (8) |
| | (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock registered hereby also include an indeterminate number of additional shares of Common Stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations, or other similar transactions. |
| | (2) | Calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
| | (3) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-255229). Includes the aggregate offering price of additional shares of Series A Preferred Shares that the underwriters have the option to purchase from the Registrant to cover over-allotments, if any. |
| | (4) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-255229). Includes the aggregate offering price of additional shares of Series A Preferred Shares that the underwriters have the option to purchase from the Registrant to cover over-allotments, if any. |
| | (5) | In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the Warrants registered hereby. |
| | (6) | Calculated in accordance with Rule 457(g) of the Securities Act, based upon the initial exercise price of the Warrants. |
| | (7) | Includes (i) 1,288,992 shares of Common Stock issuable upon conversion of the Series A Preferred Shares (one Series A Preferred Share into 5.556 shares of Common Stock) at a price of $4.50 per share of Common Stock; and (ii) the exercise of the Warrants into 696,000 shares of Common Stock at a price at a price of $5.00 per Warrant. |
| | (8) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $78,882,360 on its Registration Statement on Form S-1 (File No. 333-255229), which was declared effective by the Securities and Exchange Commission on June 8, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $15,080,464 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the maximum aggregate offering price of securities offered by Harbor Custom Development, Inc. (the “Registrant”) to include an additional (i) 232,000 shares of its Series A Cumulative Convertible Preferred Stock, no par value per share (the “Series A Preferred Shares”); (ii) warrants exercisable to purchase up to 696,000 shares of Common Stock (the “Warrants”); (iii) warrants to the representatives of the underwriter to purchase 2,000 Series A Preferred Shares; (iv) warrants to the representatives of the underwriter which are exercisable for Warrants to purchase 6,000 shares of Common Stock; and (v) 1,984,992 shares of the Registrant’s common stock, no par value (the “Common Stock”) issuable upon the conversion of the Series A Preferred Shares and the exercise of the Warrants.
This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-255229) (the “Prior Registration Statement”), initially filed by the Registrant on April 14, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on June 8, 2021. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of June 9, 2021); (2) it will not revoke such instructions; (3) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than June 9, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-255229) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gig Harbor, State of Washington, on June 9, 2021.
| | Harbor Custom Development, Inc. |
| | | |
| | By: | /s/ Sterling Griffin |
| | | Sterling Griffin |
| | | Chief Executive Officer, President, and Chairman of the Board of Directors |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| * | | Chief Executive Officer, President, and Chairman of the Board of Directors | | June 9, 2021 |
| Sterling Griffin | | (Principal Executive Officer) | | |
| | | | | |
| * | | Chief Financial Officer | | June 9, 2021 |
| Lynda Meadows | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| * | | Director | | June 9, 2021 |
| Robb Kenyon | | | | |
| | | | | |
| * | | Director | | June 9, 2021 |
| Dennis Wong | | | | |
| | | | | |
| * | | Director | | June 9, 2021 |
| Larry Swets | | | | |
| | | | | |
| * | | Director | | June 9, 2021 |
| Wally Walker | | | | |
| | | | | |
| * | | Director | | June 9, 2021 |
| Richard Schmidtke | | | | |
| * By: | /s/ Sterling Griffin | |
| | Sterling Griffin | |
| | Attorney-in-fact | |
